Item 5.07. Submission of Matters to a Vote of Security
Holders.
On March 10, 2020, Pattern Energy Group Inc., a Delaware
corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider
certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 3, 2019,
by and among the Company, Pacific US Inc., a Delaware corporation (“Parent”),
and Pacific Bidco US Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant
to which, subject to the satisfaction or waiver of certain specified conditions, Merger Sub will merge with and into the Company
(the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub
are affiliates of Canada Pension Plan Investment Board (“CPPIB”).
Holders of record of shares of the Company’s
Class A common stock (“Company Common Stock”) and the Company’s Series A perpetual preferred stock
(“Company Preferred Stock”) as of the close of business on January 31, 2020, the record date, were entitled to
vote at the Special Meeting. As of the close of business on the record date, there were 98,218,625 shares of Company Common
Stock issued and outstanding and 10,400,000 shares of Company Preferred Stock issued and outstanding. Holders of Company
Common Stock and Company Preferred Stock voted together as a single class on all matters presented at the Special
Meeting (except as noted below with respect to Proposal 1) for an aggregate of, as of the close of business on the record
date, 108,618,625 votes.
At the Special Meeting, a total of 81,166,734 shares of Company
Common Stock and Company Preferred Stock, representing approximately 74.73% of the combined voting power of all of the
outstanding shares of Company Common Stock and Company Preferred Stock entitled to vote at the Special Meeting, were
present in person or by valid proxies at the Special Meeting, which constituted a quorum.
At the Special Meeting, the Company’s
stockholders considered and voted upon the proposals described below, each of which is further described in the
Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on
February 4, 2020 (as supplemented, the “Proxy Statement”). The final voting results for each proposal are set
forth below.
Proposal 1. A proposal to adopt the Merger
Agreement and approve the Merger. The following is a tabulation of the votes with respect to this proposal, which was approved
by the Company’s stockholders:
|
Votes For
|
Votes Against
|
Abstentions
|
|
56,856,064
|
23,850,566
|
460,104
|
In addition, under applicable Canadian securities laws,
the Merger was also required to be approved by a majority of votes cast at the Special Meeting by holders of shares of Company
Common Stock, excluding those holders of shares of Company Common Stock whose votes were required to be excluded from such vote
pursuant to such laws, as described in the Proxy Statement. The following is a tabulation of such vote:
|
Votes For
|
Votes Against
|
|
|
45,246,014
|
23,850,566
|
|
Proposal 2. A proposal to approve, on a non-binding
advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based
on or otherwise relates to the Merger. The following is a tabulation of the votes with respect to this proposal, which was approved
by the Company’s stockholders:
|
Votes For
|
Votes Against
|
Abstentions
|
|
56,987,457
|
21,476,099
|
2,703,178
|
Proposal 3. A proposal to approve the adjournment
of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve
the proposal to adopt the Merger Agreement and approve the Merger. Because there were sufficient votes at the Special Meeting to
approve the Merger, the Company’s stockholders were not asked to vote with respect to this third proposal at the Special
Meeting.